0001558370-22-004158 | 10-K | XBRL Viewer | Reneo Pharmaceuticals INC

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Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 124,660	$ 53,613
Short-term Investments	23,010
Prepaid expenses and other current assets	6,064	1,412
Total current assets	153,734	55,025
Property and equipment, net	212	69
Other non-current assets	78	127
Total assets	154,024	55,221
Current liabilities:
Accounts payable	2,022	908
Accrued expenses	4,180	3,672
Total current liabilities	6,202	4,580
Deferred rent	167	36
Performance award (Note 7)	444
Total liabilities	6,813	4,616
Stockholders' equity (deficit):
Common stock, $0.0001 par value; 200,000,000 and 105,000,000 shares authorized at December 31, 2021 and December 31, 2020, respectively; 24,417,558 and 24,407,722 shares issued and outstanding at December 31, 2021, respectively and 2,053,070 shares issued and outstanding at December 31, 2020	3
Additional paid-in capital	231,902	2,843
Accumulated deficit	(84,728)	(44,958)
Accumulated other comprehensive income	34
Total stockholders' equity (deficit)	147,211	(42,115)
Total liabilities, convertible preferred stock and stockholders' equity (deficit)	$ 154,024	55,221
Series B convertible preferred stock
Current liabilities:
Convertible preferred stock		47,068
Series A convertible preferred stock
Current liabilities:
Convertible preferred stock		$ 45,652

Consolidated Balance Sheets (Parenthetical) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Preferred stock, Par value	$ 0.0001
Preferred stock, authorized	10,000,000
Preferred stock, shares outstanding	0
Common stock, Par value	$ 0.0001	$ 0.0001
Common stock, authorized	200,000,000	105,000,000
Common stock, issued	24,457,838	2,053,070
Common stock, outstanding	24,455,390	2,053,070
Series A convertible preferred stock
Temporary equity, Par value	$ 0.0001	$ 0.0001
Temporary equity, authorized	0	24,302,472
Temporary equity, issued	0
Convertible preferred stock outstanding	0	24,302,472
Temporary equity, Liquidation Preference	$ 0	$ 49,127,000
Series B convertible preferred stock
Temporary equity, Par value	$ 0.0001	$ 0.0001
Temporary equity, authorized	0	46,881,028
Temporary equity, issued	0	23,440,514
Convertible preferred stock outstanding	0	23,440,514
Temporary equity, Liquidation Preference	$ 0	$ 47,385,000

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Operating expenses:
Research and development	$ 28,169	$ 15,944
General and administrative	11,649	3,608
Total operating expenses	39,818	19,552
Loss from operations	(39,818)	(19,552)
Other income:
Other income	48	87
Net loss	(39,770)	(19,465)
Unrealized gain (loss) on short-term investments	34	(3)
Comprehensive loss	$ (39,736)	$ (19,468)
Net loss per share attributable to common stockholders, basic	$ (2.19)	$ (9.60)
Net loss per share attributable to common stockholders, diluted	$ (2.19)	$ (9.60)
Weighted-average shares used in computing net loss per share, basic	18,143,487	2,028,198
Weighted-average shares used in computing net loss per share, diluted	18,143,487	2,028,198

Consolidated Statements Changes in Convertible Preferred Stock and Stockholders' Deficit - USD ($) $ in Thousands	Series A convertible preferred stock	Series B convertible preferred stock	Common Stock	Additional Paid-in Capital	Accumulated comprehensive income	Accumulated Deficit	Total
Beginning Balance at Dec. 31, 2019	$ 45,652
Beginning Balance (in shares) at Dec. 31, 2019	24,302,472
Increase (Decrease) in Temporary Equity [Roll Forward]
Issuance of convertible preferred stock net of issuance cost		$ 47,068
Issuance of convertible preferred stock net of issuance cost (in shares)	24,302,472	23,440,514
Ending Balance at Dec. 31, 2020	$ 45,652	$ 47,068
Ending Balance (in shares) at Dec. 31, 2020	24,302,472	23,440,514
Beginning Balance at Dec. 31, 2019				$ 2,363	$ 3	$ (25,493)	$ (23,127)
Beginning Balance (in shares) at Dec. 31, 2019			2,008,905
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock based compensation				393			393
Stock option exercise				87			87
Stock option exercise (in shares)			44,165
Net loss						(19,465)	(19,465)
Other comprehensive loss					(3)		(3)
Ending Balance at Dec. 31, 2020				2,843		(44,958)	(42,115)
Ending Balance (in shares) at Dec. 31, 2020			2,053,070
Increase (Decrease) in Temporary Equity [Roll Forward]
Conversion of convertible preferred stock into common stock	$ (45,652)	$ (94,424)
Conversion of convertible preferred stock into common stock (in shares)	(24,302,472)	(46,881,028)
Issuance of convertible preferred stock net of issuance cost		$ 47,356
Issuance of convertible preferred stock net of issuance cost (in shares)		23,440,514
Ending Balance (in shares) at Dec. 31, 2021	0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Conversion of convertible preferred stock into common stock upon initial public offering			$ 2	140,076			140,078
Issuance of common stock in public offering, net of offering costs			$ 1	84,532			84,533
Issuance of common stock in public offering, net of offering costs (in shares)			6,250,000
Stock based compensation				3,891			3,891
Stock option exercise				507			$ 507
Stock option exercise (in shares)			236,067				238,515
Employee stock purchase plan				53			$ 53
Employee stock purchase plan (in shares)			8,624
Net loss						(39,770)	(39,770)
Other comprehensive loss					34		34
Ending Balance at Dec. 31, 2021			$ 3	$ 231,902	$ 34	$ (84,728)	$ 147,211
Ending Balance (in shares) at Dec. 31, 2021			24,455,390
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Conversion of convertible preferred stock into common stock upon initial public offering (in shares)			15,907,629

Consolidated Statements Changes in Convertible Preferred Stock and Stockholders' Deficit (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Common Stock
Stock Issuance costs	$ 2,654
Series B convertible preferred stock
Stock Issuance costs	$ 29	$ 317

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities
Net loss	$ (39,770)	$ (19,465)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	50	37
Amortization/accretion on short-term investments	202	(17)
Changes in the fair value of performance award	444
Loss on disposal of property, plant & equipment		2
Stock-based compensation	3,891	393
Changes in operating assets and liabilities:
Accounts payable, accrued expenses and other	1,780	1,486
Prepaid expenses and other assets	(4,711)	(967)
Deferred rent	131	(5)
Net cash used in operating activities	(37,983)	(18,536)
Cash flows from investing activities
Purchase of property and equipment	(198)	(24)
Purchase of available-for-sale short-term investments	(31,406)
Proceeds from maturities of available-for-sale short-term investments	8,228	7,400
Net cash (used in) provided by investing activities	(23,376)	7,376
Cash flows from financing activities
Proceeds from initial public offering, net of offering costs	84,612
Proceeds from issuance of common stock pursuant to equity award plans	556	87
Net cash provided by financing activities	132,406	47,272
Net increase in cash and cash equivalents	71,047	36,112
Cash and cash equivalents, beginning of period	53,613	17,501
Cash and cash equivalents, end of period	124,660	53,613
Supplemental cash flow information:
Vesting of unvested exercised options	4
Unpaid Series B convertible preferred stock issuance costs		117
Costs incurred in connection with initial public offering included in accrued expenses		33
Property and equipment in accounts payable		5
Series B convertible preferred stock
Cash flows from financing activities
Proceeds from issuance of Series B convertible preferred stock, net of issuance costs	$ 47,238	$ 47,185

Organization and Business

12 Months Ended

Dec. 31, 2021

Organization and Business

Organization and Business

1. Organization and Business

Organization

Reneo Pharmaceuticals, Inc. (Reneo or the Company) commenced operations on September 22, 2014 as a clinical-stage pharmaceutical company focused on the development of therapies for patients with rare genetic mitochondrial diseases. In December 2017, the Company in-licensed REN001, a novel oral peroxisome proliferator-activated receptor (PPAR) agonist.

Reverse Stock Split

On April 5, 2021, the Company effected a 1-for-4.4748 reverse stock split of its common stock. The par value and the authorized number of shares of the common stock were not adjusted as a result of the reverse stock split. The reverse stock split resulted in an adjustment to the Series A and Series B convertible preferred stock conversion prices to reflect a proportional decrease in the number of shares of common stock to be issued upon conversion. The accompanying consolidated financial statements and notes to the consolidated financial statements give retroactive effect to the reverse stock split for all periods presented.

Initial Public Offering

On April 13, 2021, the Company completed an initial public offering (IPO) of its common stock. In connection with its IPO, the Company issued and sold 6,250,000 shares of its common stock at a price to the public of $15.00 per share. The gross proceeds from the IPO were approximately $93.8 million before deducting underwriting discounts and commissions of $6.6 million and offering expenses of approximately $2.6 million payable by the Company.

At the closing of the IPO, 71,183,500 shares of outstanding convertible preferred stock were automatically converted into 15,907,629 shares of common stock. Following the IPO, there were no shares of preferred stock outstanding.

Liquidity

The Company has incurred significant losses and negative cash flows from operations. As of December 31, 2021, the Company had cash, cash equivalents and short-term investments of $147.7 million and an accumulated deficit of $84.7 million. The Company had a net loss of $39.8 million and used cash of $38.0 million for operating activities for the year ended December 31, 2021. In accordance with Accounting Standards Codification (ASC) Topic 205-40, Presentation of Financial Statements - Going Concern, management is required to perform a two-step analysis over the Company’s ability to continue as a going concern. Management must first evaluate whether there are conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern for a period of 12 months from the date the consolidated financial statements are issued. If management concludes that substantial doubt is raised, management is also required to consider whether its plans alleviate that doubt.

Due to the Company’s continuing research and development activities, the Company expects to continue to incur net losses into the foreseeable future and may never become profitable. As a result, the Company will need to raise capital through public or private equity or debt financings, government or other third-party funding, collaborations, strategic alliances and licensing arrangements or a combination of these.

There can be no assurance that the Company will be successful in obtaining additional funding, that the Company’s projections of its future working capital needs will prove accurate, or that any additional funding would be sufficient to continue operations in future years. If the Company is not able to secure adequate additional funding, the Company may be forced to make reductions in spending, extend payment terms with suppliers, liquidate assets where possible, and/or suspend or curtail planned programs. Any of these actions could materially harm the Company’s business, results of operations, and future prospects. The Company’s ability to raise additional capital may be adversely impacted by potential worsening global economic conditions and disruptions to, and volatility in, financial markets in the United States and worldwide resulting from the ongoing COVID-19 pandemic, as well as actual or perceived changes in interest rates and economic inflation. The Company may not be able to secure additional financing in a timely manner or on favorable terms, if at all. In addition, successful transition to attaining profitable operations is dependent upon achieving a level of revenues adequate to support the Company’s cost structure.

As of December 31, 2021, the Company had $147.7 million in cash, cash equivalents and short-term investments, which management believes will be sufficient to fund operations for at least one year from date on which this Annual Report on Form 10-K is issued.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (GAAP) and reflect the operation of Reneo and its wholly owned subsidiary. All intercompany balances and transactions among the consolidated entities have been eliminated in consolidation.

Use of Estimates

The preparation of the Company’s consolidated financial statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities and expenses and the disclosure in the Company’s consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. By their nature, estimates are subject to an inherent degree of uncertainty and, as such, actual results may differ from management’s estimates.

Risks and Uncertainties

Any product candidates developed by the Company will require approvals from the U.S. Food and Drug Administration (FDA) or foreign regulatory agencies prior to commercial sales. There can be no assurance that the Company’s current product candidates will meet desired efficacy and safety requirements to obtain the necessary approvals. If approval is denied or delayed, it may have a material adverse impact on the Company’s business and its financial statements.

The Company is subject to a number of risks similar to other clinical-stage pharmaceutical companies including, but not limited to, dependency on the clinical and commercial success of the Company’s product candidate, REN001, ability to obtain regulatory approval of REN001, the need for substantial additional financing to achieve its goals, uncertainty of broad adoption of its approved products, if any, by physicians, consumers and third-party payors, significant competition and untested manufacturing capabilities, and dependence on key individuals and sole source suppliers.

The Company’s business has been and could continue to be adversely affected by the evolving COVID-19 pandemic. For example, the COVID-19 pandemic has resulted in and could result in delays to the Company’s clinical trials for numerous reasons including additional delays or difficulties in enrolling patients, diversion of healthcare resources away from the conduct of clinical trials, interruption or delays in the operations of the FDA or other regulatory authorities, and delays in clinical sites receiving the supplies and materials to conduct the Company’s clinical trials. At this time, the extent to which the COVID-19 pandemic impacts the Company’s business will depend on future developments, which are highly uncertain and cannot be predicted.

Segment Reporting

The Company operates and manages its business as one operating segment, which is the business of developing novel therapies for rare genetic mitochondrial diseases. The Company’s chief executive officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for allocating and evaluating financial performance.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less, when purchased, to be cash equivalents. As of December 31, 2021 and 2020, the Company had cash balances deposited at major financial institutions. Cash balances are subject to minimal credit risk as the balances are with high credit quality financial institutions. Cash and cash equivalents include cash in readily available checking, and money market accounts and repurchase agreements.

Short-term Investments

The Company accounts for short-term investments in accordance with ASC Topic 320, Investments – Debt and Equity Securities. Management determines the appropriate classification of its investments at the time of purchase and reevaluates such determinations at each reporting period.

At December 31, 2021, the Company’s investments consisted of U.S. treasury bills and they were classified as available-for-sale securities. Available-for-sale securities are carried at fair value, with the unrealized gains and losses reported in accumulated other comprehensive income in stockholders’ deficit. Realized gains and losses on sales of investments are included in interest income and are derived using the specific identification method for determining the cost of securities.

The Company recognizes an impairment charge when a decline in the fair value of its investments in debt securities below the amortized cost basis of such securities is judged to be other-than-temporarily impaired. Factors considered in making such a determination include the duration and severity of the impairment, the reason for the decline in value, the potential recovery period and if the entity has the intent to sell the security, or if it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. The Company did not recognize any other-than-temporary impairment charges on its short-term investments during the years ended December 31, 2021 and 2020.

Money market account balances are included as cash and cash equivalents on the consolidated balance sheets, which are also disclosed in Note 4, Fair Value Measurements.

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to significant concentration of credit risk, consist primarily of cash, cash equivalents and short-term investments. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held.

Property and Equipment, Net

Property and equipment are stated at cost, less accumulated depreciation and amortization. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets. Maintenance and repairs are expensed as incurred.

The following estimated useful lives were used to depreciate or amortize the Company’s assets:


		ESTIMATED USEFUL LIFE
Furniture and fixtures		5 years
Computers and software		3 years
Leasehold improvements		Shorter of useful life or remaining lease term

Impairment of Long-Lived Assets

Long-lived assets consist primarily of property and equipment. Long-lived assets are evaluated for impairment when events and circumstances indicate the assets might be impaired by first comparing the estimated future undiscounted cash flows of the asset or asset group to the carrying value. If the carrying value exceeds the estimated future undiscounted cash flows, an impairment loss is recognized based on the amount that the carrying value exceeds the fair value of the asset or asset group. The Company did not recognize impairment losses during the years ended December 31, 2021 and 2020.

Leases

Leases are accounted for under ASC Topic 840, Leases, and classified as operating leases. The Company records rent expense on a straight-line basis over the term of the lease. The difference between rent payments and straight-line rent expense is recorded as deferred rent.

Convertible Preferred Stock

The Company records convertible preferred stock at fair value on the dates of issuance, net of issuance costs. Prior to the IPO, upon the occurrence of certain potential events that would have been outside the Company’s control, including a “deemed liquidation event” such as a merger, acquisition and sale of all or substantially all of the Company’s assets, holders of the convertible preferred stock could cause redemption for cash. Therefore, convertible preferred stock was classified as temporary equity (mezzanine) on the consolidated balance sheets as events triggering the liquidation preferences are not solely within the Company’s control. All convertible preferred stock was converted to common stock in connection with the IPO in April 2021.

Research and Development Costs and Accruals

All research and development costs are expensed as incurred. Research and development costs consist primarily of costs associated with manufacturing drug substance and drug product, costs associated with preclinical studies and clinical trials (including amounts paid to clinical research organizations and other professional services), license fees, salaries and employee benefits.

The Company records accruals for estimated research and development costs, comprising payments for work performed by third party contractors, laboratories, participating clinical trial sites and others. Some of these contractors bill monthly based on actual services performed, while others bill periodically based upon achieving certain contractual milestones. Payments made in advance of or after performance are reflected in the consolidated balance sheets as prepaid expenses or accrued liabilities, respectively. Up-front costs, such as costs associated with setting up clinical trial sites for participation in the trials, are expensed immediately once the set-up has occurred as research and development expenses. The Company accrues the costs incurred under agreements with these third parties based on estimates of actual work completed in accordance with the respective agreements. If the actual timing of the performance of services or the level of effort varies from the estimate, the Company adjusts accrued expenses or prepaid expenses accordingly, which impact research and development expenses.

License Fees

The Company expenses amounts paid to acquire licenses associated with products under development when the ultimate recoverability of the amounts paid is uncertain and the technology has no alternative future use when acquired. Acquisitions of technology licenses are charged to expense or capitalized based upon management’s assessment regarding the ultimate recoverability of the amounts paid and the potential for alternative future use. The Company has determined that technological feasibility for its product candidate would be reached when the requisite regulatory approvals are obtained to make the product available for sale. Contingent milestone payments are recognized when the related contingency is resolved, and the amounts are paid or become payable. These amounts are expensed to research and development if there is no alternative future use associated with the license or capitalized as an intangible asset if alternative future use of the license exists.

Patent Costs

Costs related to filing and pursuing patent applications are expensed as incurred, as recoverability of such expenditures is uncertain. These costs are included in general and administrative expenses.

Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

The Company recognizes net deferred tax assets to the extent that the Company believes these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies and results of recent operations. If management determines that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, management would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

The Company records uncertain tax positions on the basis of a two-step process whereby (1) management determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, management recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. The Company’s policy is to recognize interest and penalties related to the underpayment of income taxes as a component of income tax expense or benefit. To date, there have been no interest or penalties charged in relation to unrecognized tax benefits.

The Company is subject to taxation in the United States and the UK. As of December 31, 2021, the Company’s tax years since inception are subject to examination by taxing authorities in the United States and the UK tax returns from 2018 forward are subject to examination.

Stock-Based Compensation

The Company recognizes stock-based compensation expense for grants under its 2014 and 2021 Equity Incentive Plans and employee stock purchase plan (ESPP). The Company accounts for all stock-based awards granted to employees and board of directors at their fair value and recognizes compensation expense over the award’s vesting period. Determining the amount of stock-based compensation to be recorded requires the Company to develop estimates of fair values of stock options as of the grant date. The Company calculates the grant date fair values of stock options using the Black-Scholes valuation model, which requires the input of subjective assumptions, including but not limited to expected stock price volatility over the term of the awards and the expected term of stock options. The fair value of restricted stock awards granted to employees is based on the quoted closing market price per share on grant date.

The Company granted restricted stock awards with performance conditions that are based upon the achievement of pre-specified clinical development or regulatory performance events. As the outcome of each event has inherent risks and uncertainties, and a positive outcome may not be known until the event is achieved, the Company will begin to recognize the value of the performance-based restricted stock awards when the achievement of each performance condition is deemed probable, a determination that requires significant judgment by management. Compensation cost is recognized under the accelerated method and is adjusted in future periods for subsequent changes in the expected outcome of the performance-related conditions.

The Company granted restricted stock awards with market conditions. The Company measures the fair value of stock-based awards with market-based vesting conditions on the date of grant using a Monte Carlo simulation model. In accordance with accounting guidance for awards with market conditions, the stock-based compensation expense will be recognized over the derived service period regardless of whether the award achieves the market condition and will only be adjusted to the extent the service condition is not met.

Foreign Currency Transactions

The functional currency of Reneo Pharma Ltd is the U.S. dollar. All foreign exchange transactional and remeasurement gains and losses are recognized in the consolidated statements of operations and comprehensive loss. For the years ended December 31, 2021 and 2020, total foreign currency gains and losses were a loss of $0.3 million and gain of $0.1 million, respectively.

Comprehensive Income or Loss

Comprehensive income or loss is defined as a change in equity during a period from transactions and other events and circumstances from non-owner sources.

Net Loss Per Share

The Company computes basic loss per share by dividing the net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted net loss per share assumes the conversion, exercise or issuance of all potential common stock equivalents, unless the effect of inclusion would be anti-dilutive. For periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company has reported net loss for the years ended December 31, 2020 and 2021, therefore, excluded all outstanding common stock equivalents including the Company’s stock options, performance-based and market-based RSUs, employee stock purchase, and convertible preferred stock, from the diluted net loss per share calculation for the years ended December 31, 2021 and 2020 because such shares are anti-dilutive.

Historical outstanding anti-dilutive securities not included in the diluted net loss per share calculation include the following:


	As of December 31,
	2021	2020
Convertible preferred stock (as converted)	—	10,669,291
Common stock options outstanding	4,215,643	935,478
Unvested restricted stock units	299,500	—
Total	4,515,143	11,604,769

New Accounting Pronouncements

Recent Accounting Pronouncements Not Yet Adopted

In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2019-12, Simplifying the Accounting for Income Taxes. The standard simplifies the accounting for income taxes, eliminates certain exceptions within ASC Topic 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. The new guidance was effective for the Company as of January 1, 2022. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The Company is in the process of evaluating the impact of the application of this ASU on its consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. The standard amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. For available-for-sale debt securities, entities will be required to recognize an allowance for credit losses rather than a reduction in the carrying value of the asset. Entities will no longer be permitted to consider the length of time that fair value has been less than amortized cost when evaluating when credit losses should be recognized. This new guidance is effective for the Company as of January 1, 2023. The Company is currently evaluating the impact of this ASU and does not expect that adoption of this standard will have a material impact on its consolidated financial statements and related disclosures.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) in order to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheets for those leases classified as operating leases under previous GAAP. ASU 2016-02 requires a lessee to recognize a liability for lease payments (the lease liability) and a right-of-use asset (representing its right to use the underlying asset for the lease term) on the balance sheet. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements, which provides entities an optional transition method to apply the new guidance as of the adoption date, rather than as of the earliest period presented. In transition, entities may also elect a package of practical expedients that must be applied in its entirety to all leases commencing before the effective date, unless the lease was modified, to not reassess (a) whether a contract is or contains a lease, (b) lease classification or (c) determination of initial direct costs, which effectively allows entities to carryforward accounting conclusions under previous U.S. GAAP. This ASU is effective for annual reporting periods beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The Company will adopt the standard using the modified retrospective method and elect a package of practical expedients for leases that commenced prior to January 1, 2022 and will not reassess: (i) whether any expired or existing contracts are or contain leases; (ii) lease classification for any expired or existing leases; and (iii) initial direct costs capitalization for any existing leases. The Company is finalizing its assessment of the impact of this guidance and anticipates establishing liabilities and corresponding right-of-use assets on its consolidated balance sheets with no material impact to its consolidated statements of operation and comprehensive loss.

Other accounting standard updates effective for interim and annual periods beginning after December 31, 2021 are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

Fair Value Measurements

12 Months Ended

Dec. 31, 2021

Fair Value Measurements [Abstract]

Fair Value Measurements

3. Fair Value Measurements

ASC Topic 820, Fair Value Measurement, establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing an asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances.

ASC 820 identifies fair value as the exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes between the following:

●	Level 1 – Observable inputs such as quoted prices in active markets for identical assets or liabilities.

●	Level 2 – Inputs, other than quoted prices in active markets, which are observable for the asset or liability, either directly or indirectly.

●	Level 3 – Unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions.

Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. The Company’s financial assets and convertible preferred stock purchase right liability are subject to fair value measurements on a recurring basis.

The Company categorized its money market funds as Level 1, using the quoted prices in active markets. Commercial papers are valued using level 2 significant other observable inputs. The Company considers all highly liquid investments purchased with a remaining maturity of three months or less to be cash equivalents. The fair value of the Company’s investments in certain money market funds is their face value and such instruments are classified as Level 1 and are included in cash and cash equivalents on the consolidated balance sheets.

For the years ended December 31, 2021 and 2020, gains or losses realized on the sale of investments were not material. Investments are reviewed periodically to identify possible other-than-temporary impairments. As the Company has the ability and intent to hold these investments with unrealized losses for a reasonable period of time sufficient for the recovery of fair value, which may be maturity, the Company does not consider these investments to be other-than-temporarily impaired for any of the periods presented.

In November 2020, the Company hired a new chief executive officer who is entitled to receive a special performance bonus in the amount of $7.5 million (Performance Award), payable in cash, common stock or a combination of cash and common stock, at the election of the Company, based on achievement of certain conditions as described in more detail in Note 7. The Company estimated the fair value of the Performance Award using a Monte Carlo simulation, which incorporates the stock price at the date of the valuation and utilizes level 3 inputs such as volatility, probabilities of success, and other inputs that are not observable in active markets. The Performance Award is required to be measured at fair value on a recurring basis each reporting period, with changes in the fair value recognized in general and administrative expense in the consolidated statements of operations and comprehensive loss over the derived service period of the award.

No assets or liabilities were transferred into or out of their classifications during the years ended December 31, 2021 and 2020.

The recurring fair value measurement of the Company’s assets and liabilities measured at fair value at December 31, 2021 consisted of the following (in thousands):


	Quoted Prices in				Significant
	Active Markets		Significant Other		Unobservable
	For Identical Items		Observable Inputs		Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Assets
Cash and cash equivalents:
Money market investments	$	118,535	$	—	$	—	$	118,535
Short-term Investments:
Commercial papers		—		23,010		—		23,010
Total	$	118,535	$	23,010	$	—	$	141,545
Liabilities
Performance award	$	—	$	—	$	444	$	444
Total	$	—	$	—	$	444	$	444

The recurring fair value measurement of the Company’s assets and liabilities measured at fair value at December 31, 2020 consisted of the following (in thousands):


	Quoted Prices in				Significant
	Active Markets		Significant Other		Unobservable
	For Identical Items		Observable Inputs		Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Assets:
Money market investments	$	49,632	$	—	$	—	$	49,632
Total	$	49,632	$	—	$	—	$	49,632

The following table sets forth a summary of changes in the fair value of the Company’s performance award liability (in thousands):


Balance as of January 1, 2021	$	—
Expense recorded upon consummation of the IPO		590
Change in fair value		(146)
Balance as of December 31, 2021	$	444

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Property and Equipment, Net

12 Months Ended

Dec. 31, 2021

Property and Equipment, Net

Property and Equipment, Net

4. Property and Equipment, Net

Property and equipment, net, consisted of the following (in thousands):


	As of December 31,
	2021		2020
Computer, software and office equipment	$	315	$	122
Leasehold improvements		30		30
Total property and equipment, gross		345		152
Less: accumulated depreciation and amortization		(133)		(83)
Total property and equipment, net	$	212	$	69

Depreciation and amortization expense related to property and equipment was immaterial for the years ended December 31, 2021 and 2020, respectively.

Accrued Expenses

12 Months Ended

Dec. 31, 2021

Accrued Expenses.

Accrued Expenses

5. Accrued Expenses

Accrued expenses consisted of the following (in thousands):


	As of December 31,
	2021		2020
Accrued clinical and regulatory	$	1,236	$	1,019
Accrued contract manufacturing cost		1,482		1,443
Accrued compensation		1,027		888
Accrued research and development-other		435		322
Total accrued expenses	$	4,180	$	3,672

Convertible Preferred Stock and Stockholders' Deficit

12 Months Ended

Dec. 31, 2021

Convertible Preferred Stock and Stockholders' Deficit

Convertible Preferred Stock and Stockholders' Deficit

6. Convertible Preferred Stock and Stockholders’ Deficit

Preferred Stock

The Company has authorized up to 10,000,000 shares of preferred stock, $0.0001 par value per share, for issuance. The Company’s preferred stock will have such rights, preferences, privileges, and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, which will be determined by its board of directors upon its issuance. As of December 31, 2021, there were no shares of preferred stock outstanding.

Series A Convertible Preferred Stock

As of December 31, 2020, there were 24,302,472 shares of Series A convertible preferred stock outstanding with a liquidation preference of $49.1 million. In connection with the IPO (Note 1) in April 2021, all outstanding shares of Series A convertible preferred stock were converted into 5,430,957 shares of common stock.

Series B Convertible Preferred Stock

In December 2020, the Company and certain investors entered into a Series B preferred stock purchase agreement, whereby the Company issued 23,440,514 shares of Series B convertible preferred stock at $2.0215 per share for total gross proceeds of approximately $47.4 million, which constituted the closing of the first tranche of the Series B convertible preferred stock. In connection with the closing of the first tranche of Series B convertible preferred stock in December 2020, the Company issued rights to the purchasers for the purchase of an additional 23,440,514 shares of Series B convertible preferred stock (Series B Tranche

Rights). The Company evaluated the Series B Tranche Right and concluded that it was not a free-standing instrument that met the definition of a derivative that required separate accounting.

In March 2021, the Company completed the Series B Tranche Right at $2.0215 per share. A total of 23,440,514 shares of Series B convertible preferred stock were issued for aggregate net proceeds of approximately $47.4 million.

In connection with the IPO in April 2021, all outstanding shares of Series B convertible preferred stock were converted into 10,476,672 shares of common stock.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

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+ Details

Stock-Based Compensation

12 Months Ended

Dec. 31, 2021

Stock-Based Compensation

Stock-Based Compensation

7. Stock-Based Compensation

In March 2021, the Company’s board of directors adopted the Company’s 2021 Equity Incentive Plan (2021 Plan), which is the successor to the 2014 Equity Incentive Plan (2014 Plan). A total of 2,187,524 new shares of common stock were approved to be initially reserved for issuance under the 2021 Plan, which includes 117,639 shares reserved and available for issuance pursuant to the grant of new awards under the 2014 Plan as of the effectiveness of the 2021 Plan and will include any shares subject to stock awards granted under the 2014 Plan that, after the date the 2021 Plan became effective, are forfeited or otherwise become available under the 2014 Plan. Under the 2021 Plan, the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units, and other awards to individuals who are then employees, officers, directors or consultants of the Company, and employees and consultants of the Company’s affiliates. As of December 31, 2021, there were 760,267 shares available for future grant under the 2021 Plan.

Under the 2014 Plan, certain employees may be granted the ability to early exercise their options. The shares of common stock issued pursuant to the early exercise of unvested stock options are restricted and continue to vest over the requisite service period after issuance. The Company has the option to repurchase any unvested shares at the original purchase price upon any voluntary or involuntary termination. The shares purchased by the employees pursuant to the early exercise of stock options are not deemed, for accounting purposes, to be outstanding until those shares vest. As of December 31, 2021, 2,447 shares subject to stock options have been early exercised, which vested in January 2022. Cash received in exchange for early exercises of stock options has been recorded as a liability for the early exercise of stock options and were transferred into common stock and additional paid-in capital as the shares vested. As of December 31, 2021, such liability for early exercises of stock options was immaterial.

In October 2021, the Company granted inducement awards, in accordance with Nasdaq Listing Rule 5635(c)(4) (Inducement Awards), in the aggregate amount of 210,000 shares, which included options to purchase 180,000 shares and performance-based restricted stock units (PSUs) of 30,000 shares.

Shares Reserved for Future Issuance

As of December 31, 2021, the Company had reserved shares of its common stock for future issuance as follows:


		Shares
		Reserved
Common stock options outstanding and unvested restricted stock units		4,515,143
Available for future grants under the 2021 Equity Incentive Plan		970,267
Available for future grants under the 2021 Employee Stock Purchase Plan		234,434
Total shares of common stock reserved		5,719,844

Stock Options

The Company estimates stock awards fair value on the date of grant using the Black-Scholes valuation, with the vesting being subject to service requirements. The Company accounts for forfeitures when they occur.

The following table summarizes stock options as of December 31, 2021, and changes during the year ended December 31, 2021 (in thousands, except share and per share data):


			Weighted-	Weighted-Average
	Options		Average Exercise	Remaining		Aggregate
	Outstanding	Price		Contractual Term		Intrinsic Value
Outstanding at December 31, 2020	935,478	$	2.56	7.7
Granted	3,537,885	$	6.03
Exercised	(238,515)	$	2.13
Forfeited/Expired	(19,205)	$	4.54
Outstanding at December 31, 2021	4,215,643	$	5.49	8.5	$	13,530
Vested at December 31, 2021	1,179,617	$	3.84	7.1	$	5,553
Exercisable at December 31, 2021	2,695,756	$	4.50	7.9	$	8,089

Options exercisable at December 31, 2021 include vested options and options eligible for early exercise. All outstanding options as of December 31, 2021 are expected to vest.

Unrecognized stock-based expense at December 31, 2021 was $11.4 million, which is expected to be recognized over a weighted-average vesting term of 3.0 years.

The weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of the employee stock option grants were as follows:


	Year Ended
	December 31,
	2021		2020
Risk-free interest rate	0.88	%	1.00	%
Expected volatility	78.3	%	71.7	%
Expected term (in years)	6.0		5.8
Expected dividend yield	—	%	—	%

Risk-free interest rate. The Company bases the risk-free interest rate assumption on the U.S. Treasury’s rates for U.S. Treasury zero-coupon bonds with maturities similar to those of the expected term of the award being valued.

Expected volatility. Since the Company recently completed its IPO and does not have sufficient trading history for its common stock the expected volatility assumption is based on volatilities of a peer group of similar companies whose share prices are publicly available. The peer group was developed based on companies in the biotechnology industry.

Expected term. The expected term represents the period of time that options are expected to be outstanding. Because the Company does not have historical exercise behavior, it determines the expected life assumption using the simplified method, which is an average of the contractual term of the option and its vesting period.

Expected dividend yield. The Company bases the expected dividend yield assumption on the fact that it has never paid cash dividends and has no present intention to pay cash dividends.

Performance-Based Restricted Stock Units

In December 2021, the Company granted 169,500 PSUs to employees pursuant to the 2021 Plan and 30,000 PSUs Inducement Awards. The PSUs vest based on the Company achieving certain regulatory milestones and are subject to the employee’s continued employment with the Company through the achievement date. The fair value of the awards was based on the value of the Company’s common stock at the date of the award and expense recognition is based on the probability of achieving the performance metric. The Company concluded that achievement of the performance conditions was not probable as of December 31, 2021, and therefore no compensation expense was recognized for the year ended December 31, 2021 in connection with the PSU awards. Compensation cost is adjusted in future periods for subsequent changes in the expected outcome of the performance related conditions.

Market-Based Awards

Restricted Stock Units

In December 2021, the Company granted 100,000 market-based restricted stock units (MRSUs) to an employee pursuant to the 2021 Plan. The MRSUs vest based on the Company’s closing stock price trading above $20 per share for 30 consecutive trading days subject to the employee’s continued employment with the Company through the date of achievement. The share price of the Company’s common stock on the date of issuance of the MRSUs was $6.69 per share. The fair value was $0.4 million based on Monte Carlo simulation model on the grant date. Compensation expense is recognized over the derived service period of 3 years. During the year ended December 31, 2021, the Company recognized $8 thousand of stock-based compensation expense in connection with the MRSUs. As of December 31, 2021, there was $0.4 million of unrecognized compensation expense related to this MRSU.

Performance Award

In November 2020, the Company hired a new chief executive officer who is entitled to receive a Performance Awards in the amount of $7.5 million, payable in cash, common stock or a combination of cash and common stock, at the election of the Company, in the event that (i) the Company’s market value exceeds $750 million utilizing the volume-weighted average of the closing sale price of its common stock on the Nasdaq Stock Market or other principal exchange for each of the 30 trading days immediately prior to the measurement date, or (ii) the fair market value of the net proceeds available for distribution to the Company’s stockholders in connection with a change in control as defined in the Company’s severance benefit plan, as determined in good faith by its board of directors, exceeds $750 million. The Company has determined that the Performance Award is subject to ASC Topic 718, Compensation – Stock Compensation and includes both market and performance conditions. Since the IPO, neither of the events have yet been satisfied. The Company estimated the fair value of the Performance Award at each reporting period using the Monte Carlo simulation (Note 3), which is recognized as compensation cost over the derived service period. During the year ended December 31, 2021, the Company recorded a stock-based compensation expense of $0.4 million.

Employee Stock Purchase Plan

In March 2021, the Company’s board of directors adopted the Company’s 2021 ESPP, which became effective immediately prior to the execution of the underwriting agreement in connection with the Company’s IPO. A total of 243,058 shares of common stock were approved to be initially reserved for issuance under the ESPP. As of December 31, 2021, 8,624 shares have been issued under the ESPP.

In September 2021, the Company’s board of directors adopted the Company’s 2021 UK Sharesave Sub-plan (SAYE). An allocation of 25,875 shares of common stock from the ESPP was approved and reserved for issuance under the SAYE. No shares have been issued under the SAYE through December 31, 2021.

The stock-based compensation expense related to the ESPP and SAYE for the year ended December 31, 2021 was immaterial.

The following table summarizes stock compensation expense, including expense associated with award modifications that accelerated the recognition of expense for unvested options, reflected in the consolidated statements of operations (in thousands):


	Year Ended
	December 31,
	2021		2020
Research and development	$	1,036	$	165
General and administrative		2,855		228
Total	$	3,891	$	393

License Agreement

12 Months Ended

Dec. 31, 2021

License Agreement

License Agreement

8. License Agreement

In December 2017, the Company entered into a License Agreement with vTv Therapeutics LLC (vTv Therapeutics) (the vTv License Agreement), under which the Company obtained an exclusive, worldwide, sublicensable license under certain vTv Therapeutics intellectual property to develop, manufacture and commercialize PPARδ agonists and products containing such PPARδ agonists, including REN001, for any therapeutic, prophylactic or diagnostic application in humans. Under the terms of the vTv License Agreement, the Company paid vTv Therapeutics an initial upfront license fee payment of $3.0 million and issued an aggregate of 576,443 shares of its common stock to vTv Therapeutics. The vTv License Agreement was accounted for as an asset acquisition and

the upfront cash payment of $3.0 million and the fair value of common stock of $0.7 million issued to vTv Therapeutics was recorded in research and development expenses, as there was no alternative use for the asset.

Upon the achievement of certain pre-specified development and regulatory milestones, the Company is also required to pay vTv Therapeutics milestone payments totaling up to $64.5 million. The Company is also required to pay vTv Therapeutics up to $30.0 million in total sales-based milestones upon achievement of certain sales thresholds of the licensed product. In addition, the Company is obligated to make royalty payments to vTv Therapeutics at mid-single digit to low teen percentage royalty rates, based on tiers of annual net sales of licensed products, subject to certain customary reductions. In July 2021, a milestone under the vTv License Agreement was achieved, and the Company made a payment of $2.0 million to vTv Therapeutics that was recognized as research and development expenses.

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Taxes

IncomeTaxes

9. Income Taxes

The Company’s net loss was generated in the following jurisdictions (in thousands):


	Year Ended December 31,
	2021		2020
Domestic	$	(39,718)	$	(21,291)
Foreign		(52)		1,826
Net Loss	$	(39,770)	$	(19,465)

The components of net deferred taxes consisted of the following (in thousands):


	December 31,
	2021		2020
Deferred tax assets:
NOL carryforwards	$	13,446	$	6,488
Credit carryforwards		2,155		663
Compensation accruals		653		179
Other accruals and reserves		35		24
Intangible assets		3,469		3,316
Depreciation		104		—
Other		2		1
Gross deferred tax assets		19,864		10,671
Less valuation allowance		(19,864)		(10,662)
Total deferred tax assets		—		9
Deferred tax liabilities:
Depreciation		—		(9)
Net deferred tax assets (liabilities)	$	—	$	—

For the years ended December 31, 2021 and 2020, the Company recorded no provision for income taxes. A reconciliation of the effective tax rate to the amount computed by applying the statutory federal income tax rate to the loss from operations is summarized for the years ended December 31, 2021 and 2020, as follows:


	December 31,
	2021		2020
U. S. Federal statutory income tax rate	21.0	%	21.0	%
UK R&D true-up	(0.1)	%	6.5	%
UK permanent items	—	%	1.8	%
Other	(1.0)	%	(0.1)	%
Tax credits, net	3.5	%	2.2	%
GILTI inclusion	(0.5)	%	(0.2)	%
Valuation allowance	(22.9)	%	(31.2)	%
Effective tax rate	—	%	—	%

The Company had federal net operating loss (NOL) carryforwards available of approximately $59.7 million as of December 31, 2021, before consideration of limitations under Section 382 of the Internal Revenue Code of 1986, as amended (Section 382), as further described below. The federal NOLs generated after 2018 of $58.1 million will carry forward indefinitely. NOLs generated prior to 2018 of $1.6 million will begin to expire in 2034. Additionally, the Company had state NOL carryforwards available of $1.6 million as of December 31, 2021. The state NOLs may be used to offset future taxable income and will begin to expire in 2034. The Company has generated UK NOLs of $3.0 million which carryforward indefinitely.

At December 31, 2021, the Company had federal and state tax credit carry forwards of approximately $4.8 million and $0.3 million, respectively. The Company has not performed a formal research and development credit study with respect to these credits. The federal credits will begin to expire in 2034, if unused, and the state credits carry forward indefinitely.

The future utilization of the Company’s NOL and tax credit carryforwards to offset future taxable income may be subject to a substantial annual limitation as a result of changes in ownership by stockholders that hold 5% or more of the Company’s common stock. An assessment of such ownership changes under Section 382 was not completed through December 31, 2021. To the extent that an assessment is completed in the future, the Company’s ability to utilize tax attributes could be restricted on a year-by-year basis and certain attributes could expire before they are utilized. The Company will examine the impact of any potential ownership changes in the future.

The Company has elected to record the inclusion related to the Global Intangible Low-Taxed Income (GILTI) in the period incurred. The estimated GILTI inclusion generated by the Company’s wholly-owned controlled foreign corporation in the United Kingdom for the year ended December 31, 2021 was $0.9 million. This amount is included in the income tax provision, however, has zero impact to the provision due to the full valuation allowance.

The Company has established a full valuation allowance for its deferred tax assets due to uncertainties that preclude it from determining that it is more likely than not that the Company will be able to generate sufficient taxable income to realize such assets. Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended December 31, 2021. Such objective evidence limits the ability to consider other subjective evidence such as the Company’s projections for future growth. Based on this evaluation, as of December 31, 2021, a full valuation allowance of $19.9 million has been recorded against the Company net deferred tax assets, as the Company has determined that none of the Company’s balance of deferred tax assets is more likely than not to be realized. The amount of the deferred tax assets considered realizable, however, could be adjusted in the future if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence, such as estimates of future taxable income during carryforward periods and the Company’s projections for growth.

The following table summarizes the changes to unrecognized tax benefits (in thousands):


	Year Ended December 31,
	2021		2020
Beginning balance of unrecognized tax benefits	$	258	$	168
Additions based on tax positions related to the current year		2,741		90
Ending balance of unrecognized tax benefits	$	2,999	$	258

The amount of the unrecognized tax benefits that would impact the effective tax rate, absent the valuation allowance, would be $3.0 million. Due to the full valuation allowance, the impact, however, is zero. At December 31, 2021 and 2020, the Company has not accrued any interest or penalties related to uncertain tax positions. The Company does not anticipate that there will be a significant change in the amount of unrecognized tax benefits over the next 12 months. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense.

The Company is subject to taxation in the United States and the UK. The Company’s federal and state returns since inception are subject to examination due to the carryover of net operating losses. The Company has not been, nor is it currently, under examination by any tax authorities. The UK tax returns from 2018 forward are subject to examination by the UK tax authorities.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
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+ Details

Commitments and contingencies

12 Months Ended

Dec. 31, 2021

Commitments and contingencies.

Commitments and contingencies

10. Commitments and Contingencies

Operating Leases

In June 2018, the Company leased certain office space for its U.S. headquarters in San Diego, California under a non-cancelable operating lease with terms through July 2023, with an option to extend the terms for the entire premises for a period of five years.

In June 2021, the Company leased 5,137 square feet of office space for its U.S. headquarters in Irvine, California under a non-cancelable operating lease with terms through November 2026. The lease provides for a 3% annual rent increase, five months of abated rent and a tenant improvement allowance of $6.50 per square foot. The total minimum lease payment over the life of the lease is $1.6 million.

The rent expense in the United States for the years ended December 31, 2021 and 2020 totaled $0.4 million and $0.2 million for the years ended December 31, 2021 and 2020, respectively.

In December 2018, the Company leased certain office space for its UK subsidiary under a non-cancelable operating lease with lease terms through November 2021. The Company extended the lease for an additional one year per the terms of the agreement. The rent expense in the UK is immaterial.

Future annual minimum payments under the non-cancelable operating leases are as follows (in thousands):


Year Ending December 31,
2022	$	501
2023		430
2024		322
2025		332
Thereafter		313
Total minimum lease payments	$	1,898

Legal Proceedings

The Company is currently not a party to any legal proceedings, nor is the Company aware of any threatened or pending litigation. However, from time-to-time in the future, the Company could be involved in disputes, including litigation, relating to claims arising out of operations in the normal course of business, which may have a material adverse effect on the Company’s consolidated results of operations or financial position.

401(k) Plan

The Company maintains a defined contribution 401(k) plan available to eligible employees. Employee contributions are voluntary and are determined on an individual basis, limited to the maximum amount allowable under federal tax regulations. Matching contributions to the 401(k) plan are made for certain eligible employees to meet non-discrimination provisions of the plan. During the years ended December 31, 2021 and 2020, the expense recorded by the Company was immaterial.

Subsequent Events

12 Months Ended

Dec. 31, 2021

Subsequent Events

Subsequent Events

11. Subsequent Events

On January 28, 2022, Vineet R. Jindal notified the Company that he will resign as Chief Financial Officer effective March 31, 2022. In connection with Mr. Jindal’s resignation, the Company entered into a Transition, Separation and Consulting Agreement with Mr. Jindal (Separation Agreement). Mr. Jindal’s resignation and his Separation Agreement is not expected to have material impact on the Company’s consolidated financial statements.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

Use of Estimates

Risks and Uncertainties

Segment Reporting

Cash and Cash Equivalents

Short-term Investments

Money market account balances are included as cash and cash equivalents on the consolidated balance sheets, which are also disclosed in Note 4, Fair Value Measurements.

Concentration of Credit Risk

Property and Equipment, Net

The following estimated useful lives were used to depreciate or amortize the Company’s assets:


		ESTIMATED USEFUL LIFE
Furniture and fixtures		5 years
Computers and software		3 years
Leasehold improvements		Shorter of useful life or remaining lease term

Impairment of Long-Lived Assets

Leases

Convertible Preferred Stock

Research and Development Costs and Accruals

License Fees

Patent Costs

Income Taxes

Stock-Based Compensation

Foreign Currency Transactions

Comprehensive Income or Loss

Comprehensive income or loss is defined as a change in equity during a period from transactions and other events and circumstances from non-owner sources.

Net Loss Per Share

Historical outstanding anti-dilutive securities not included in the diluted net loss per share calculation include the following:


	As of December 31,
	2021	2020
Convertible preferred stock (as converted)	—	10,669,291
Common stock options outstanding	4,215,643	935,478
Unvested restricted stock units	299,500	—
Total	4,515,143	11,604,769

New Accounting Pronouncements

Recent Accounting Pronouncements Not Yet Adopted

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Summary of Significant Accounting Policies

Schedule of Property Plant and Equipment useful lives


		ESTIMATED USEFUL LIFE
Furniture and fixtures		5 years
Computers and software		3 years
Leasehold improvements		Shorter of useful life or remaining lease term

Schedule of Anti-dilutive securities not included in diluted net loss per share calculation


	As of December 31,
	2021	2020
Convertible preferred stock (as converted)	—	10,669,291
Common stock options outstanding	4,215,643	935,478
Unvested restricted stock units	299,500	—
Total	4,515,143	11,604,769

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2021

Fair Value Measurements [Abstract]

Schedule of recurring fair value measurement of the Company's assets and liabilities

The recurring fair value measurement of the Company’s assets and liabilities measured at fair value at December 31, 2021 consisted of the following (in thousands):


	Quoted Prices in				Significant
	Active Markets		Significant Other		Unobservable
	For Identical Items		Observable Inputs		Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Assets
Cash and cash equivalents:
Money market investments	$	118,535	$	—	$	—	$	118,535
Short-term Investments:
Commercial papers		—		23,010		—		23,010
Total	$	118,535	$	23,010	$	—	$	141,545
Liabilities
Performance award	$	—	$	—	$	444	$	444
Total	$	—	$	—	$	444	$	444

The recurring fair value measurement of the Company’s assets and liabilities measured at fair value at December 31, 2020 consisted of the following (in thousands):


	Quoted Prices in				Significant
	Active Markets		Significant Other		Unobservable
	For Identical Items		Observable Inputs		Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Assets:
Money market investments	$	49,632	$	—	$	—	$	49,632
Total	$	49,632	$	—	$	—	$	49,632

Schedule Changes in fair value measurements of the performance award

The following table sets forth a summary of changes in the fair value of the Company’s performance award liability (in thousands):


Balance as of January 1, 2021	$	—
Expense recorded upon consummation of the IPO		590
Change in fair value		(146)
Balance as of December 31, 2021	$	444

Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2021

Property and Equipment, Net

Schedule of Property and equipment, net

Property and equipment, net, consisted of the following (in thousands):


	As of December 31,
	2021		2020
Computer, software and office equipment	$	315	$	122
Leasehold improvements		30		30
Total property and equipment, gross		345		152
Less: accumulated depreciation and amortization		(133)		(83)
Total property and equipment, net	$	212	$	69

Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2021

Accrued Expenses

Schedule of Accrued expenses


	As of December 31,
	2021		2020
Accrued clinical and regulatory	$	1,236	$	1,019
Accrued contract manufacturing cost		1,482		1,443
Accrued compensation		1,027		888
Accrued research and development-other		435		322
Total accrued expenses	$	4,180	$	3,672

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2021

Stock-Based Compensation

Schedule of Common Stock, Capital Shares Reserved for Future Issuance


		Shares
		Reserved
Common stock options outstanding and unvested restricted stock units		4,515,143
Available for future grants under the 2021 Equity Incentive Plan		970,267
Available for future grants under the 2021 Employee Stock Purchase Plan		234,434
Total shares of common stock reserved		5,719,844

Summary of the Company's stock option activity

The following table summarizes stock options as of December 31, 2021, and changes during the year ended December 31, 2021 (in thousands, except share and per share data):


			Weighted-	Weighted-Average
	Options		Average Exercise	Remaining		Aggregate
	Outstanding	Price		Contractual Term		Intrinsic Value
Outstanding at December 31, 2020	935,478	$	2.56	7.7
Granted	3,537,885	$	6.03
Exercised	(238,515)	$	2.13
Forfeited/Expired	(19,205)	$	4.54
Outstanding at December 31, 2021	4,215,643	$	5.49	8.5	$	13,530
Vested at December 31, 2021	1,179,617	$	3.84	7.1	$	5,553
Exercisable at December 31, 2021	2,695,756	$	4.50	7.9	$	8,089

Summary of weighted-average assumptions to determine the fair value of the employee stock option


	Year Ended
	December 31,
	2021		2020
Risk-free interest rate	0.88	%	1.00	%
Expected volatility	78.3	%	71.7	%
Expected term (in years)	6.0		5.8
Expected dividend yield	—	%	—	%

Summary of Non-cash stock-based compensation expense recorded


	Year Ended
	December 31,
	2021		2020
Research and development	$	1,036	$	165
General and administrative		2,855		228
Total	$	3,891	$	393

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Taxes

Summay of company's loss before provision for income taxes


	Year Ended December 31,
	2021		2020
Domestic	$	(39,718)	$	(21,291)
Foreign		(52)		1,826
Net Loss	$	(39,770)	$	(19,465)

components of net deferred taxes asset and liabilities


	December 31,
	2021		2020
Deferred tax assets:
NOL carryforwards	$	13,446	$	6,488
Credit carryforwards		2,155		663
Compensation accruals		653		179
Other accruals and reserves		35		24
Intangible assets		3,469		3,316
Depreciation		104		—
Other		2		1
Gross deferred tax assets		19,864		10,671
Less valuation allowance		(19,864)		(10,662)
Total deferred tax assets		—		9
Deferred tax liabilities:
Depreciation		—		(9)
Net deferred tax assets (liabilities)	$	—	$	—

Summarized reconciliation of income tax rate


	December 31,
	2021		2020
U. S. Federal statutory income tax rate	21.0	%	21.0	%
UK R&D true-up	(0.1)	%	6.5	%
UK permanent items	—	%	1.8	%
Other	(1.0)	%	(0.1)	%
Tax credits, net	3.5	%	2.2	%
GILTI inclusion	(0.5)	%	(0.2)	%
Valuation allowance	(22.9)	%	(31.2)	%
Effective tax rate	—	%	—	%

Summarizes the changes to unrecognized tax benefits


	Year Ended December 31,
	2021		2020
Beginning balance of unrecognized tax benefits	$	258	$	168
Additions based on tax positions related to the current year		2,741		90
Ending balance of unrecognized tax benefits	$	2,999	$	258

Commitments and contingencies (Tables)

12 Months Ended

Dec. 31, 2021

Commitments and contingencies.

Schedule of Future annual minimum payments under the non-cancelable operating leases


Year Ending December 31,
2022	$	501
2023		430
2024		322
2025		332
Thereafter		313
Total minimum lease payments	$	1,898

Organization and Business (Narrative) (Details) $ / shares in Units, $ in Thousands			12 Months Ended
	Apr. 13, 2021 USD ($) $ / shares shares	Apr. 05, 2021	Dec. 31, 2021 USD ($) shares	Dec. 31, 2020 USD ($)	Apr. 14, 2021 shares
Stock split reverse description		On April 5, 2021, the Company effected a 1-for-4.4748 reverse stock split of its common stock. The par value and the authorized number of shares of the common stock were not adjusted as a result of the reverse stock split. The reverse stock split resulted in an adjustment to the Series A and Series B convertible preferred stock conversion prices to reflect a proportional decrease in the number of shares of common stock to be issued upon conversion. The accompanying consolidated financial statements and notes to the consolidated financial statements give retroactive effect to the reverse stock split for all periods presented.
Stock split reverse conversion ratio		0.2235
Preferred stock, shares outstanding \| shares			0
Cash, cash equivalents at carrying value and short term investments			$ 147,700
Accumulated deficit			84,728	$ 44,958
Net loss			39,770	19,465
Cash used for operating activities			$ 37,983	$ 18,536
IPO [Member]
Common stock issued, Shares \| shares	6,250,000
Share price \| $ / shares	$ 15.00
Proceeds from issuance initial public offering	$ 93,800
Initial public offering underwriting discounts and commissions	6,600
Initial public offering offering expenses	$ 2,600
Shares issued from conversion of convertible stock \| shares	15,907,629
Convertible preferred stock [Member]
Preferred stock, shares outstanding \| shares	71,183,500				0

Summary of Significant Accounting Policies (Narrative) (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) segment	Dec. 31, 2020 USD ($)
Summary of Significant Accounting Policies
Number of operating segments \| segment	1
Impairment charges on investments	$ 0	$ 0
Impairment of Long-Lived Assets	0	0
Foreign currency gains (losses)	$ (300)	$ 100

Summary of Significant Accounting Policies - Property and equipment, Net (Details)	12 Months Ended
	Dec. 31, 2021
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years
Computers and software
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years

Summary of Significant Accounting Policies - Anti-dilutive securities not included in diluted net loss per share calculation (Details) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	4,515,143	11,604,769
Convertible preferred stock (as converted)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total		10,669,291
Common stock options outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	4,215,643	935,478
Unvested Restricted Stock Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	299,500

Fair Value Measurements - Narratives (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Nov. 30, 2020
Assets transferred into L3	$ 0	$ 0
Assets transferred out of L3	0	0
Liabilities transferred into L3	0	0
Liabilities transferred out of L3	$ 0	$ 0
Performance Shares [Member] \| Chief executive officer
Special performance bonus payable			$ 7,500

Fair Value Measurements - Recurring fair value measurement of the Company's assets and liabilities (Detail) - Fair Value, Recurring [Member] - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	$ 141,545	$ 49,632
Total	444
Quoted Prices in Active Markets For Identical Items (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	118,535	49,632
Significant Other Observable Inputs (Level 2)[Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	23,010
Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	444
Performance Award Liability [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	444
Performance Award Liability [Member] \| Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	444
Money market investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	118,535	49,632
Money market investments \| Quoted Prices in Active Markets For Identical Items (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	118,535	$ 49,632
Commercial Paper [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments	23,010
Commercial Paper [Member] \| Significant Other Observable Inputs (Level 2)[Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments	$ 23,010

Fair Value Measurements - Schedule Changes in fair value measurements of the performance award (Detail) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Expense recorded - IPO date	$ 590
Change in fair value	(146)
Ending Balance	$ 444

Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	$ 345	$ 152
Less: accumulated depreciation and amortization	(133)	(83)
Total property and equipment, net	212	69
Computer, software and office equipment
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	315	122
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	$ 30	$ 30

Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Accrued Expenses
Accrued clinical and regulatory	$ 1,236	$ 1,019
Accrued contract manufacturing cost	1,482	1,443
Accrued compensation	1,027	888
Accrued research and development-other	435	322
Total accrued expenses	$ 4,180	$ 3,672

Convertible Preferred Stock and Stockholders' Deficit (Narrative) (Details) - USD ($)	1 Months Ended			12 Months Ended
	Apr. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Apr. 14, 2021	Apr. 13, 2021
Temporary Equity [Line Items]
Preferred stock, authorized				10,000,000
Preferred stock, Par value				$ 0.0001
Preferred stock, shares outstanding				0
Convertible preferred stock [Member]
Temporary Equity [Line Items]
Preferred stock, shares outstanding						0	71,183,500
Series A convertible preferred stock
Temporary Equity [Line Items]
Issuance of convertible preferred stock net of issuance cost (in shares)					24,302,472
Shares issued from conversion of convertible stock	5,430,957
Temporary Equity, Liquidation Preference			$ 49,127,000	$ 0	$ 49,127,000
Series B convertible preferred stock
Temporary Equity [Line Items]
Issuance of convertible preferred stock net of issuance cost (in shares)		23,440,514	23,440,514	23,440,514	23,440,514
Temporary equity, share price		$ 2.0215	$ 2.0215		$ 2.0215
Shares issued from conversion of convertible stock	10,476,672
Proceeds from issuance of Series B convertible preferred stock, net of issuance costs		$ 47,400,000	$ 47,400,000	$ 47,238,000	$ 47,185,000
Temporary Equity, Liquidation Preference			$ 47,385,000	$ 0	$ 47,385,000
Series B convertible preferred stock \| Scenario, Plan [Member]
Temporary Equity [Line Items]
Issuance of convertible preferred stock net of issuance cost (in shares)			23,440,514

Stock-Based Compensation - Equity Incentive Plans (Details) - shares	1 Months Ended		12 Months Ended
	Dec. 31, 2021	Oct. 31, 2021	Dec. 31, 2021	Mar. 31, 2021
Stock-Based Compensation
Stock options exercised and vested			1,179,617
Inducement Awards
Stock-Based Compensation
Number of shares granted		210,000
Options
Stock-Based Compensation
Number of shares granted		180,000
Performance-based Restricted Units
Stock-Based Compensation
Number of shares granted	30,000	30,000
Equity Incentive Plan 2021
Stock-Based Compensation
Options authorized				2,187,524
Options available for grant	760,267		760,267
Equity Incentive Plan 2014
Stock-Based Compensation
Options authorized				117,639
Stock options exercised and vested			2,447

Stock-Based Compensation - Shares Reserved for Future Issuance (Details)	Dec. 31, 2021 shares
Class of Stock [Line Items]
Total shares of common stock reserved	5,719,844
Equity Incentive Plan 2021
Class of Stock [Line Items]
Total shares of common stock reserved	970,267
Employee Stock Purchase Plan (ESPP) 2021
Class of Stock [Line Items]
Total shares of common stock reserved	234,434
Common Stock
Class of Stock [Line Items]
Total shares of common stock reserved	4,515,143

Stock-Based Compensation - Stock option activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Options Outstanding
Outstanding at beginning of period (in shares)	935,478
Granted (in shares)	3,537,885
Exercised (in shares)	(238,515)
Forfeited/Expired (in shares)	(19,205)
Outstanding at end of period (in shares)	4,215,643	935,478
Vested (in shares)	1,179,617
Exercisable (in shares)	2,695,756
Weighted-Average Exercise Price
Outstanding at beginning of period (in dollars per share)	$ 2.56
Granted (in dollars per share)	6.03
Exercised (in dollars per share)	2.13
Forfeited/Expired (in dollars per share)	4.54
Outstanding at end of period (in dollars per share)	5.49	$ 2.56
Vested (in dollars per share)	3.84
Exercisable (in dollars per share)	$ 4.50
Weighted-Average Remaining Contractual Term / Aggregate Intrinsic Value
Weighted Average Remaining Contractual Term, Options Outstanding	8 years 6 months	7 years 8 months 12 days
Weighted Average Remaining Contractual Term, Vested	7 years 1 month 6 days
Weighted Average Remaining Contractual Term, Exercisable	7 years 10 months 24 days
Aggregate Intrinsic Value, Outstanding	$ 13,530
Aggregate Intrinsic Value, Vested	5,553
Aggregate Intrinsic Value, Exercisable	$ 8,089

Stock-Based Compensation - Assumptions (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Weighted-average assumptions
Risk-free interest rate	0.88%	1.00%
Expected volatility	78.30%	71.70%
Expected term (in years)	6 years	5 years 9 months 18 days
Unrecognized compensation expense	$ 11.4
Weighted-average vesting term	3 years

Stock-Based Compensation - Performance-Based Restricted Stock Units and Market-Based Awards (Details) $ / shares in Units, $ in Thousands	1 Months Ended		12 Months Ended
	Dec. 31, 2021 USD ($) D $ / shares shares	Oct. 31, 2021 shares	Dec. 31, 2021 USD ($) $ / shares	Dec. 31, 2020 USD ($)
Stock-Based Compensation
Stock-based compensation expense			$ 3,891	$ 393
Unrecognized compensation expense	$ 11,400		11,400
Performance-based Restricted Units
Stock-Based Compensation
Number of shares granted \| shares	30,000	30,000
Equity Incentive Plan 2021 \| Performance-based Restricted Units
Stock-Based Compensation
Stock-based compensation expense			0
Equity Incentive Plan 2021 \| Performance-based Restricted Units \| Employee
Stock-Based Compensation
Number of shares granted \| shares	169,500
Equity Incentive Plan 2021 \| Market Based Restricted Stock Units
Stock-Based Compensation
Stock-based compensation expense			8
Unrecognized compensation expense	$ 400		$ 400
Equity Incentive Plan 2021 \| Market Based Restricted Stock Units \| Employee
Stock-Based Compensation
Number of shares granted \| shares	100,000
Threshold share price for vesting of shares \| $ / shares	$ 20
Consecutive trading days \| D	30
Share price \| $ / shares	$ 6.69		$ 6.69
Fair value of share-based awards granted	$ 400
Service period	3 years

Stock-Based Compensation - Appointment of CEO (Details) $ in Thousands	1 Months Ended	12 Months Ended
	Nov. 30, 2020 USD ($) D	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Stock-Based Compensation
Stock-based compensation expense		$ 3,891	$ 393
Chief executive officer
Stock-Based Compensation
Threshold market value	$ 750,000
Number of trading days \| D	30
Threshold fair market value of the net proceeds	$ 750,000
Stock-based compensation expense		$ 400
Chief executive officer \| Performance Shares [Member]
Stock-Based Compensation
Special performance bonus payable	$ 7,500

Stock-Based Compensation - Employee Stock Purchase Plan (Details) - shares	4 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2021	Sep. 30, 2021	Mar. 31, 2021
Employee Stock Purchase Plan (ESPP) 2021
Stock-Based Compensation
Options authorized				243,058
Number of shares issued		8,624
UK Sharesave Sub-plan (SAYE)
Stock-Based Compensation
Options authorized			25,875
Number of shares issued	0

Stock-Based Compensation - Non-cash stock-based compensation expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Stock-Based Compensation
Stock-based compensation expense	$ 3,891	$ 393
Research and development
Stock-Based Compensation
Stock-based compensation expense	2,855	228
General and administrative
Stock-Based Compensation
Stock-based compensation expense	$ 1,036	$ 165

License Agreement (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
License Agreement (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2021	Dec. 31, 2020	Jul. 31, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock issued, Value		$ 84,533
Research and development		28,169	$ 15,944
vTv Therapeutics
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone payments payable on achievement of development and regulatory milestones		64,500
Milestone payments payable on achievement of sales thresholds of the licensed product		$ 30,000
vTv Therapeutics
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone payments				$ 2,000
Research and development \| vTv Therapeutics
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Upfront license fee payment	$ 3,000
Common stock issued, Shares	576,443
Common stock issued, Value	$ 700

Income Taxes - Company's loss before provision for income taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Taxes
Domestic	$ (39,718)	$ (21,291)
Foreign	(52)	1,826
Net loss	$ (39,770)	$ (19,465)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 940
-SubTopic 20
-Section 25
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=123384075&loc=d3e41242-110953

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(10))
-URI http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(8))
-URI http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 235
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-URI http://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8924-108599

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-URI http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

+ Details

Income Taxes - Components of net deferred taxes (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets:
NOL carryforwards	$ 13,446	$ 6,488
Credit carryforwards	2,155	663
Compensation accruals	653	179
Other accruals and reserves	35	24
Intangible assets	3,469	3,316
Depreciation	104
Other	2	1
Gross deferred tax assets	19,864	10,671
Less valuation allowance	(19,864)	(10,662)
Total deferred tax assets		9
Depreciation		(9)
Net deferred tax assets (liabilities)

Income Taxes - Schedule Of Effective Income Tax Rate Reconciliation (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Taxes
Income Tax Expense (Benefit)	$ 0	$ 0
Effective Income Tax Rate Reconciliation, Percent [Abstract]
U. S. Federal statutory income tax rate	21.00%	21.00%
UK R&D true-up	(0.10%)	6.50%
UK permanent items		1.80%
Other	(1.00%)	(0.10%)
Tax credits, net	3.50%	2.20%
GILTI	(0.50%)	(0.20%)
Valuation allowance	(22.90%)	(31.20%)
Total tax provision

Income Taxes - Changes to unrecognized tax benefits (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Operating Loss Carryforwards [Line Items]
Valuation allowance of DTA	$ 19,864,000	$ 10,662,000
Beginning balance of unrecognized tax benefits	258,000	168,000
Additions based on tax positions related to the current year	2,741,000	90,000
Ending balance of unrecognized tax benefits	2,999,000	258,000
Unrecognized tax benefits	3,000,000.0
Income tax examination, penalties and interest accrued	0	$ 0
Federal
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	59,700,000
Net operating loss carryforwards, not subject to expiration	58,100,000
Net operating loss carryforwards, subject to expiration	1,600,000
Tax credit carry forwards	4,800,000
State
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	1,600,000
Tax credit carry forwards	300,000
UK
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards, not subject to expiration	3,000,000.0
GILTI	$ 900,000

Commitments and contingencies (Details) $ in Millions	1 Months Ended	12 Months Ended
Commitments and contingencies (Details) $ in Millions	Jun. 30, 2021 USD ($) $ / ft²	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Operating lease, renewal term		5 years
US
Square feet of office space \| $ / ft²	5,137
Percentage of increase in annual rent	3
Operating lease rent abatement term	5 months
Operating lease tenant improvements allowance per square foot \| $ / ft²	6.50
Operating leases, future minimum payments \| $	$ 1.6
Operating leases rent expense \| $		$ 0.4	$ 0.2

Commitments and contingencies - Future annual minimum payments (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Future annual minimum payments
2022	$ 501
2023	430
2024	322
2025	332
Thereafter	313
Total minimum lease payments	$ 1,898